Professional Documents
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Friends of Franklin Bylaws
Friends of Franklin Bylaws
ARTICLE I
Organization
Section 1. Name.
The name of this corporation is Friends of Franklin Avenue School, Inc. (also referred as Friends
of Franklin or FOF).
Section 2. Purposes.
The purposes for which this corporation is formed are:
(a) To support the educational program of Franklin Avenue School (the "School") by providing
personnel, equipment, technology, supplies, books and other learning materials which might not
otherwise be available to the School;
(b) Fostering relationships among the school, parents, teachers and community;
(c) To have and exercise all rights and powers from time to time granted to nonprofit
corporations by law in a manner determined from time to time by the Board of Directors of this
corporation; and
(d) To carry on fund-raising activities in furtherance of the purposes set forth in paragraphs (a)
(b) and (c) above.
No substantial part of the activities of this corporation shall consist of lobbying or propaganda, or
otherwise attempting to influence legislation, except as provided in section 501(h) of the Internal
Revenue Code of 1986, and this corporation shall not participate in or intervene in (including
publishing or distributing statements) any political campaign on behalf of or in opposition to any
candidate for public office.
Section 3. Organization.
No dividends shall be declared or paid to any private person or individual, nor shall any private
person or individual upon the dissolution of the corporation for any reason be entitled to receive
a distributive or other share of the assets then owned or held by the corporation, it being
expressly understood that this corporation is not formed for profit and is a corporation which
does not contemplate pecuniary gain, profit or dividends to any private person or individual, and
is a corporation organized and operated exclusively as a nonprofit public benefit corporation, no
part of the net earnings of which shall inure to the benefit of any private person or individual.
Upon dissolution of this corporation, all of its business, properties and assets shall go and be set
over to and used for the objects and purposes set forth in Article I, Section 2 of these Bylaws.
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Commonwealth Avenue, Los Angeles, California 90027. The Board of Directors is hereby
granted full power and authority to change said principal office from one location to another in
the City of Los Angeles. Any such change shall be noted by the Secretary opposite this Section,
but shall not be considered an amendment of these Bylaws. Other business offices may at any
time be established by the Board of Directors at any place or places where the corporation is
qualified to do business.
ARTICLE II
Members
This corporation considers its members to consist of Franklin Avenue Elementary School
parents, guardians, faculty, administration, staff, volunteers, and interested community
stakeholders (hereafter “Members”). Members shall not be assessed a membership fee. Members
shall retain the legal right to elect a Board of Directors as outlined in Article IV of these Bylaws.
All other rights given to members by law shall be exercised by the Directors of this corporation,
without exception.
ARTICLE III
Board of Directors
Section 1. Powers.
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(ix) Ensure the proper and orderly succession of power from Vice President to President in order to
maintain the stability of the organization for future generations.
ARTICLE IV
Elections and Removal of Directors
(a) Events Causing Vacancy. A vacancy or vacancies on the board shall exist on the
occurrence of the following:
(ii) the declaration by resolution of the board of a vacancy in the office of a director
who has been declared of unsound mind by an order of court, convicted of a
felony, or found by final order or judgment of any court to have breached a duty
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under Article 3 of Chapter 2 of the California Nonprofit Public Benefit
Corporation Law;
(b) Resignations. Except as provided below, any director may resign by giving written
notice to the president or the secretary of the board. The resignation shall be effective when the
notice is given unless it specifies a later time for the resignation to become effective. If a
director's resignation is effective at a later time, the board may elect a successor to take office as
of the date when the resignation becomes effective. Except on notice to the Attorney General of
California, no director may resign if the corporation would be left without a duly elected director
or directors.
(c) Filling Vacancies. Vacancies on the Board may be filled by a vote of the majority of
the directors then in office, or by a sole remaining director. The person who fills the vacancy shall
serve until the end of that departing Director’s term.
(b) Chair or Co-Chair at least one event or committee, or hold one FOF Executive Board
position per year (President, Vice President, Secretary, Treasurer, Communications
Director).
(c) Respond to any FOF e-mail communications that require a response within 48 hours
of receipt.
(d) Sign-up for at least one volunteer shift at least one FOF-sponsored event.
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(e) Represent Friends of Franklin by being a visible member of the Franklin Community
at morning drop-offs, afternoon pickups, school functions, per availability.
Directors who are held to have forfeited their office due to failure to meet any of the above
expectations may be removed from office by the affirmative vote of two-thirds of the Directors of
the corporation, after providing notice pursuant to Article V Section 6, and the opportunity to be
heard.
ARTICLE V
Meetings of the Board of Directors
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Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by
the President, Vice-President, Secretary, or Treasurer, or by any two (2) Directors.
Section 6. Notice.
(a) Manner of Giving Notice. Notice of the time and place of special meetings shall be
given to each director by one of the following methods: (a) by personal delivery of
written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to
the director or to a person at the director's office who would reasonably be expected to
communicate that notice promptly to the director; or (d) e-mail transmission. All such
notices shall be given or sent to the director's address, telephone number, or email
address as shown on the records of the corporation.
(c) Notice Contents. The notice shall state the time of the meeting, and the place if the
place is other than the principal office of the corporation. It need not specify the purpose
of the meeting.
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Section 10. Validity of a Defectively Called or Noticed Meeting – Annulled by Amendment.
ARTICLE VI
Officers
Section 1. Officers.
The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and a
Communications Director, all of whom must be elected members of the Board of Directors (hereafter
“Officers”). The Principal of the school shall be a non-voting Officer of the corporation, not subject
to Article VI of these Bylaws. The removal of a Director removes his or her eligibility as an Officer
of the Board. The resignation of a Director from an Officer position does not prevent that person
from continuing to serve as a Director for the balance of the term.
Section 2. Election.
The Officers of the corporation shall be chosen annually by the incoming Board of Directors, in a
special election to be held in person or electronically before June 15th. The election is presided over
by the outgoing President (if applicable) and the Principal, neither of whom cast a vote. At any
regular or special meeting of the Board of Directors, the Board of Directors may fill a vacancy in any
office caused by the death, resignation, removal or disqualification of any officer or by any other
cause. After the election, the new Officers of the corporation shall assume office on the last day of
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the school year or June 15th, whichever comes first. An officer elected to fill a vacancy shall assume
office immediately and shall serve for the unexpired term of the officer being replaced, in accordance
with the Bylaws.
Section 5. President.
The President shall be the chief executive officer of the corporation. The President, subject to the
control of the Board of Directors, shall have general supervision, direction and control of the
business and affairs of the corporation. The President shall have the general powers and duties of
management usually vested in the office of the president of a corporation and shall preside at all
meetings of the Board of Directors at which he or she is present. The President shall have the
necessary authority and responsibility to operate the corporation and all of its activities and
departments, subject only to such policies as may be issued by the Board of Directors or any of its
committees to which it has delegated powers for such action. The President shall act as a duly
authorized representative of the Board of Directors in all matters in which the Board of Directors
has not formally designated some other person to act.
Section 7. Secretary.
The Secretary shall record or cause to be recorded and shall keep or cause to be kept, at the principal
executive office or such other place as the Board of Directors may order, a Book of Minutes of
actions taken at all meetings of the Directors, with the time and place of holding, whether regular
or special, and if special, how authorized, the notice thereof given, and the names of those present at
all meetings of the Board of Directors. The Secretary shall give, or cause to be given, notice of all the
meetings of the Board of Directors required by the Bylaws or by law to be given, shall keep the
seal of the corporation and articles of incorporation in safe custody, and shall have such other powers
to perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
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Section 8. Co-Treasurers.
The Co-Treasurers shall be the Chief Financial Officers. There shall be a minimum of two Co-
Treasurers at all times. The Co-Treasurers shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The
Co-Treasurers shall submit orally a statement of accounts at each regular meeting of the Board of
Directors and shall make such reports as the Board of Directors may require, and shall make an
annual report to the Board of Directors. The Co-Treasurers shall submit a written statement of
accounts to be appended to the monthly minutes and kept in the Corporate Book. The Co-Treasurers
shall cause to be deposited or shall cause to be disbursed in accordance with procedures approved
by the Board of Directors all monies and other valuables in the name and to the credit of the
corporation with such depositories as may be designated by the Board of Directors. The Co-
Treasurers shall disburse funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and the Board of Directors, whenever they request, an account of all
transactions as Co-Treasurers and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of Directors or the
Bylaws.
ARTICLE VII
Committees
Section 1. Committees.
Except as limited by Section 7 of this Article, the Board of Directors may create standing or ad hoc
committees for any purposes and delegate to such committees any of the powers and authorities of
the Board of Directors. Such committees shall at all times be subject to the control of the Board of
Directors. The Chair and members of each standing and special committee shall be selected by the
President with the approval of the Board of Directors, and may be removed by majority vote of the
Directors then in office.
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is sooner terminated, or until such person is removed, resigns, or otherwise ceases
to qualify as a Chair or member, as the case may be, of the committee. Chairs and members of
special committees shall serve for the life of the committee unless they are removed, resign or cease
to qualify as a Chair or member, as the case may be, of such committee.
Section 4. Vacancies.
Vacancies on any committee may be filled for the unexpired portion of the term in the same manner
as provided in the case of original appointment.
(a) The filling of vacancies on the Board of Directors or in any committee which has the authority of
the Board of Directors.
(b) The fixing of compensation of the Directors for serving on the Board of Directors or on any
committee.
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(d) The amendment or repeal of any resolution of the Board of Directors which by its express
terms is not so amendable or repealable.
(e) The appointment of committees of the Board of Directors or the members thereof.
(f) The approval of any self-dealing transaction except as provided by law.
ARTICLE VIII
Indemnification and Insurance
To the full extent permitted by law and in the manner provided by law, the corporation may
indemnify against liability and hold harmless any person who was or is a party to or is threatened
to be a party to or is otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a Director, officer, employee or agent of the corporation when serving
in an official capacity on behalf of the corporation, or is or was serving at the request of the
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corporation as a member, director, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for-profit, partnership, joint venture, trust, or other enterprise. The
foregoing rights of indemnification shall not be deemed to be exclusive of any other rights to
which such person may be entitled under applicable law, and shall continue as to a person who
has ceased to be a Director, officer, employee, or agent of the corporation and shall inure to the
benefit of the estate, executors, administrators, heirs, legatees or devisees of any such person.
The corporation may pay expenses, including attorneys' fees, incurred in defending any action,
suit or proceeding referred to in this Article in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the specific case and as permitted
by law. The corporation may purchase and maintain insurance on behalf of any person who is or
was a Director, officer, employee, or agent of the corporation when serving in an official
capacity on behalf of the corporation, or is or was serving at the request of the corporation as a
member, director, officer, employee or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against any liability
asserted against such person and incurred in any such capacity, or arising out of such person's
status as such, whether or not the corporation would be required or would have the power to
indemnify such person against such liability under this Article or otherwise.
ARTICLE IX
Written Agreements, Personnel
All arrangements to provide personal services at the School shall be in the form of written
agreements which shall clearly establish that such providers are not employees of the corporation.
Equipment, supplies, books and other learning materials used by such providers shall be leased or
purchased by written agreements or purchase orders so that there shall be a clear record of the
obligations and expenditures of the corporation.
ARTICLE X
Miscellaneous
Section 3. Records.
The corporation shall keep adequate and correct books and records of accounts and shall keep
minutes of the proceedings of the Board of Directors and the committees, if any, of the Board of
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Directors. Such minutes shall be in written form. Such other books and records shall be kept
either in written form or in any other form capable of being converted into written form.
ARTICLE XI
Fiscal Year
The fiscal or business year of the corporation shall begin on the first day of August and shall end
on the last day of July of each year.
ARTICLE XII
Amendments
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of Friends of
Franklin Avenue School, Inc., a California nonprofit public benefit corporation, and that the
foregoing Bylaws, comprising twelve (12) Articles and twelve (12) pages, constitutes the Bylaws
of said corporation as adopted by the Board of Directors on April _28_, 2018.
IN WITNESS WHEREOF, I have hereunto subscribed my name this ___28th__day of April 2018.
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